One-Time Right of First Offer to Purchase Clause Samples

One-Time Right of First Offer to Purchase. Tenant has a one time right of first offer to purchase the Project during Initial Lease Term (not during the Extension Period, if any) in accordance with the following requirements if Landlord, in its sole and absolute discretion, elects to market the Project for sale to another unaffiliated party (“Market for Sale”), provided the originally named Tenant is a tenant in the Building in occupancy of all of its space and not in default of the Lease (“First Offer to Purchase”). This right is personal to the original party signing the Lease as Tenant and may not be transferred or assigned to or exercised by any other party. The right of First Offer to Purchase will not be applicable if (i) the Project is conveyed by any trustee sale, foreclosure or deed in lieu thereof (“Loan Related Transfer”), or (ii) the Project is transferred to an affiliate or in any manner other than an arm’s length transaction to an unaffiliated third-party (“Affiliated Sale”). The First Offer to Purchase and the Purchase Option (as defined in Section 2 below) shall terminate and be of no further force or effect if there is a Loan Related Transfer. The First Offer to Purchase and the Purchase Option shall remain in effect after an Affiliated Sale. If the Project is sold to another party (other than to an affiliate of the current Landlord in an Affiliated Sale), then Tenant’s First Offer to Purchase under this Section 1 and Tenant’s Purchase Option under Section 2 below shall be null and void and of no further force or effect. Notwithstanding anything to the contrary in the Lease or this Addendum, Tenant acknowledges and agrees that this right of First Offer to Purchase is subject and subordinate to any deed of trust now or hereafter placed on the Project and that any lender will not be obligated to agree to recognize such right in the event of a foreclosure, trustee’s sale or deed in lieu thereof or in connection with providing any subordination, attornment and non-disturbance agreement.